Terms of Use

MHEducation.com Terms of Use


(Last updated: May 2013)

This web site (the "Site"), is owned and operated by McGraw-Hill Global Education Holdings, LLC, McGraw-Hill School Education Holdings, LLC, or one of our affiliated companies ("MHE" or "us" or "we"). By accessing or using this Site, you agree to be bound by the following terms and conditions (the "Terms of Use") and the terms and conditions of our Privacy Notice, which is hereby incorporated by reference (collectively, this "Agreement"). We reserve the right, at our discretion, to change any of these terms in the future. If you do not agree to these Terms of Use, you may not access or otherwise use the Site or the Services.

  1. PROPRIETARY SERVICES FOR REGISTERED USERS. MHE operates an electronic platform/system that enables students, instructors, and administrators of educational institutions to access and use certain online products and services offered by MHE (the "Services") through the Site. The material on this Site includes general non-proprietary information available to all users of the Site, but in order to access and use the Services you will be required to register on the Site or through your educational institution. If you register to use the Services on behalf of your educational institution, you will be required to agree to additional terms and conditions in connection with the registration process (the " Services Agreement").
  2. RESTRICTIONS. In accordance with Federal Children's Online Privacy Protection Act of 1998 (COPPA), we will never knowingly solicit, nor will we accept, personally identifiable information from users known to be under thirteen (13) years of age. If an educational institution with students that are under thirteen (13) years of age uses our Services, the educational institution may provide us with personally identifiable information about its students. We use that information to provide the Services to the educational institution and its students, consistent with our Privacy Notice.
  3. INTELLECTUAL PROPERTY. MHE is the owner and/or authorized user of all trademarks, logos, service marks and trade names (collectively the "Trademarks") on the Site, and is the owner or licensee of the content and/or information on the Site. Except as otherwise expressly provided herein, or pursuant to the Terms and Conditions, your use of the Site does not grant to you a license to any content or materials you may access on the Site. Nothing contained on the Site should be construed as granting any license or right to use any Trademark displayed on the Site without our written permission or that of the third party rights holder.
  4. COMMUNICATIONS TO MHE AND USER GENERATED CONTENT. Although we encourage you to e-mail us, you should not e-mail us anything that contains confidential information. Please refer to our Privacy Notice with regard to how we handle your personal information. With respect to all e-mails you send to us, including but not limited to feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.

    MHE does not and cannot review all communications and materials posted to or created by users accessing the Services (hereinafter, "User Generated Content"), and is not in any manner responsible for the content of the User Generated Content. MHE reserves the right to block or remove communications or materials that it determines to be in violation of our Community Guidelines or is offensive or otherwise unacceptable to MHE in its sole discretion.

    You own the rights to anything you post to the Services, including text and photographs. You do, however, grant us an irrevocable, non-exclusive, worldwide, perpetual, royalty-free license to use, modify, copy, distribute, publish, perform, sublicense, and create derivative works from all submissions you provide to us, in any media now known or hereafter devised.

  5. USER CONDUCT. While using the Site and the Services, you agree not to:

    • use the Site or the Services in violation of any applicable law;

    • use the Site or the Services or features in violation of MHE's or any third party's intellectual property or other proprietary, personal or legal rights;
    • obtain or attempt to obtain unauthorized access to computer systems, materials, information or any Services made available on or through the Site through any means;
    • attempt to gain unauthorized access to other computer systems through the Site;
    • impersonate any person or entity or misrepresent your affiliation with any other person or entity;
    • attempt (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or the Services, or any content thereof, or make unauthorized use thereof;
    • use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site;
    • obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Site.
  6. NO WARRANTIES. WE AND OUR SERVICE PROVIDERS MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE SITE OR THE SERVICE. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SITE OR THE SERVICE FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEBSITE, THE SITE’S CONTENT, AND THE SERVICE AT YOUR OWN RISK. THE SITE AND THE SERVICE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. MHE IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS. MHE RESERVES THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SITE AND THE SERVICE AT ANY TIME WITHOUT NOTICE.
  7. EXTERNAL WEBSITES. The Site may contain links to third-party websites ("External Websites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Websites. We are not responsible for the content of any linked External Websites and do not make any representations regarding the content or accuracy of materials on such External Websites.
  8. INDEMNIFICATION. You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, service providers, and assignees harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use, or misuse of the MHE Content, the Site, or the Service. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
  9. INFRINGEMENT NOTIFICATION. We respect the intellectual property rights of others, and require that the people who use the Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please send notifications of the claimed infringement to: Legal Department, McGraw-Hill Education, 2 Penn Plaza, New York 10121. Notices of the claimed infringement should include the following information: (a) your address, telephone number, and email address; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the alleged infringing material is located, with a link if possible; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
  10. COMPLIANCE WITH APPLICABLE LAWS. We control and operate the Site from our offices in the United States of America. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. All parties to these terms and conditions waive their respective rights to a trial by jury.
  11. TERMINATION OF THE AGREEMENT. Subject to the terms of the Services Agreement, if applicable, we reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to the Services and/or all or any part of the Site, at any time and for any reason without prior notice or liability.
  12. MISCELLANEOUS. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: "Intellectual Property," "Communications to MHE," "No Warranties," "Indemnification," "Termination of the Agreement," and "Miscellaneous." Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

ConnectED Terms of Service


THESE TERMS OF SERVICE, together with the MHEducation.com Terms of Use and the Privacy Notice, form a legal agreement (the "Agreement") between McGraw-Hill School Education Holdings, LLC ("MHE") with offices at 2 Penn Plaza, New York, New York and the educational institution ("You" or the "Subscriber") identified on the online registration page for the Services (the "Registration Page"). This Agreement governs your use of the Solution (as defined below).

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS FOR THE SOLUTION, YOU AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE, THAT YOU AGREE TO THESE TERMS SERVICE, THE TERMS OF USE, AND PRIVACY NOTICE AND YOU WILL COMPLY WITH SUCH TERMS IN CONNECTION WITH YOUR USE OF THE SOLUTION. YOU AGREE THAT (i) YOU ARE AN EMPLOYEE, DIRECTOR, OR AGENT OF THE SUBSCRIBER; (ii) YOU HAVE CONFIRMED THAT SUBSCRIBER HAS AGREED TO BE BOUND TO THESE TERMS OF SERVICE, THE TERMS OF USE, AND PRIVACY NOTICE; AND (iii) THE SUBSCRIBER HAS AUTHORIZED YOU TO USE THE SOLUTION ON ITS BEHALF.

  1. THE SOLUTION. MHE has developed a web-based solution that enables users to access certain online products and services offered by MHE (the "Solution") through the website located at http://connected.mcgraw-hill.com (the "Website"). MHE hereby grants Subscriber a non-exclusive, non-transferable right to access and use the Solution, and allow its End Users to access and use the Solution, through the Website, solely for educational purposes (the "License").
  2. USER NAMES AND ACCESS CODES. MHE shall provide an individualized user name and access code to initiate access to the Solution by Subscriber's designated administrator(s) identified on the Registration Page or designated by Subscriber in writing (the "Subscriber Administrator(s)"). The Subscriber Administrator(s) shall create an individualized user name for each administrator, faculty member, and student enrolled by the Subscriber (each a designated "End User"). MHE or its third party service provider shall provide Subscriber with an access code for the End Users to access the Solution (the "Access Code"). Subscriber shall be solely responsible for keeping an accurate record of the Access Code and user name assigned to each End User.
  3. END USER ACCESS TO MHE CONTENT. The Solution enables Subscriber and its End Users access to certain online educational products and services (the "Services") and related content and information (together with the Services, the "MHE Content"). All use of the MHE Content is subject to the additional terms agreed to by the parties in connection with such MHE Content, including, without limitation, any prohibitions on distribution of the MHE Content to students or third parties. Subscriber is responsible for its End Users' use of the Solution and the MHE Content. Subscriber will be required to register End Users that are students of Subscriber ("Students") with MHE in order to obtain access codes for the additional Services (the "Service Access Code"), and Students may then access the Solution and the MHE Content by entering their user name and the applicable Service Access Code. End Users other than Students will be required to enter their user name and Access Code to access the Solution and the MHE Content as well as agree to the Terms of Use (see tab to the left).
  4. ADDITIONAL SERVICES. MHE may enhance and/or expand the features of the Solution from time to time at no additional cost to Subscriber, or may provide additional content, performance or features that may, but are not required to, be added by Subscriber at additional cost to Subscriber. Subscriber may request MHE to integrate the Solution with Subscriber's learning management system ("LMS") to enable End Users to access the Solution through a single sign on process ("SSO"). Any Professional Services to be provided by MHE to Subscriber in connection with the Solution shall be set forth in a separate Professional Services Agreement between MHE and Subscriber.
  5. APPLICABLE LAW. Subscriber is familiar with and agrees to be responsible for compliance with the Children's Online Privacy Protection Act of 1998 ("COPPA"), the Family Educational Rights and Privacy Act and the US Department of Education's implementing regulations at 34 CFR Part 99 (collectively, "FERPA"); and all other laws rules or regulations concerning the collection, use, and disclosure of Personal Information about End Users accessing the Services that are the subject of this Agreement (collectively, "Applicable Law"). "Personal Information" means any and all information that could, individually or when combined with other information, identify an individual.
  6. SUBSCRIBER INFORMATION. All information concerning Subscriber, and Personal Information concerning End Users (collectively, "Subscriber Information") shall belong to the Subscriber. Subscriber assumes sole responsibility for: (a) providing notice to the extent required under COPPA or other Applicable Law in connection with the collection, use and/or disclosure of Personal Information from End Users; (b) obtaining verifiable prior parental consent as required under COPPA or other Applicable Law in connection with the collection, use, and/or disclosure of Personal Information obtained from End Users; (c) providing a reasonable means for parents to review Personal Information provided by End Users to the extent required by COPPA or other Applicable Law; and (d) establishing and maintaining reasonable procedures to protect the confidentiality, security, and integrity of the Personal Information.
  7. MHE USE OF SUBSCRIBER INFORMATION. As a service provider to Subscriber, MHE will establish and maintain reasonable procedures in accordance with its policies and practices and Applicable Law to protect the confidentiality, security, and integrity of Personal Information and Subscriber Information received by MHE in connection with provision of the Solution to Subscriber. Subscriber acknowledges and agrees that MHE has the right to use the Personal Information and Subscriber Information collected in connection with provision of the Solution for (a) purposes of performing its obligations under this Agreement, and (b) for research purposes in connection with quality control and the development of revised or new products or services ("Research Purposes"), provided that such Personal Information and Subscriber Information will be used by MHE for Research Purposes only in the aggregate and so that the privacy of the individual's Personal Information will be maintained. MHE shall enable Subscriber to maintain compliance with FERPA in connection with its use of the Solution.
  8. OWNERSHIP. No intellectual property rights of any kind are assigned or transferred to Subscriber under this Agreement. Subscriber's license with respect to the Solution and any other materials provided hereunder is only as expressly set forth in these Terms of Use. Subscriber shall have no right to use the Solution for any purpose other than as set forth herein. Subscriber shall not challenge, or assist any person or entity in challenging, MHE's right, title, and interest in the Solution.
  9. RESTRICTIONS ON USE. Subscriber shall not, and shall cause its employees, officers, directors, members, managers, partners, agents, third party service providers, or other designated persons (its "Representatives") not to, take any of the following actions: (a) creating or enabling the creation of derivative works, modifications, or adaptations of the Solution; (b) decompiling, reverse engineering or disassembling the Solution, (c) distributing or disclosing the Solution to third parties; (d) removing or modifying any proprietary marking or restrictive legends placed on the Solution; or (e) using any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce the Solution.
  10. TERM AND TERMINATION. This Agreement shall remain in full force and effect unless and until terminated earlier as provided in these Terms of Use. In the event that Subscriber commits a material breach of this Agreement (other than breach of its payment obligations), MHE may terminate this Agreement on five (5) business days prior written notice to Subscriber; provided that Subscriber fails to cure such breach within such five (5) business day period. Subscriber may terminate this Agreement by (a) providing MHE with no less than thirty (30) days prior written notice or (b) ceasing all access to the Solution for six (6) months or longer. No sooner than one (1) year after Subscriber accepts these Terms of Service, MHE may terminate this Agreement on at least sixty (60) days prior written notice.
  11. EFFECT OF TERMINATION OR EXPIRATION. Subscriber's right to use the Solution shall end immediately upon any termination or expiration of this Agreement, and Subscriber shall immediately cease any use of the Solution upon such termination. The following provisions shall survive any termination or expiration of this Agreement: Section 9("Restrictions on Use"), this Section 11("Effect of Termination or Expiration"), Section 8("Ownership"), Section 12("Confidentiality"), Section 13("Representations and Warranties; Disclaimer"), Section 15("Indemnification") and Section 16("Miscellaneous").
  12. CONFIDENTIALITY. The parties acknowledge and agree that, as a result of negotiating, entering into and performing this Agreement, each party (the "Receiving Party") has and will have access to certain confidential information ("Confidential Information") of the other party (the "Disclosing Party"). Personal Information of End Users is considered Confidential Information of Subscriber. At all times the Receiving Party shall: (i) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care, (ii) not use the Disclosing Party's Confidential Information other than as necessary to perform its obligations under this Agreement, (iii) not disclose, distribute, or disseminate the Confidential Information to any third party (except to Representatives, as expressly permitted below), and (iv) disclose the Disclosing Party's Confidential Information to its Representatives on a "need to know basis;" provided that each Representative is bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
  13. REPRESENTATIONS AND WARRANTIES; DISCLAIMER. Each party represents and warrants that this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with its terms. MHE DOES NOT WARRANT THE COMPLETENESS, ADEQUACY, ACCURACY, OR USEFULNESS OF THE SOLUTION ANY OTHER MATERIALS OR SOLUTION PROVIDED HEREUNDER (COLLECTIVELY, THE "MATERIALS"). THE MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL DEFECTS. MHE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, MHE MAKES NO WARRANTY THAT (i) THE MATERIALS WILL MEET THE REQUIREMENTS OF SUBSCRIBER, (ii) THE SOLUTION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY MHE, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. To the extent that MHE may not as a matter of applicable law disclaim an implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.
  14. LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR TO ANY OTHER PERSON CLAIMING RIGHTS DERIVED FROM SUCH PARTY'S RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF GOODWILL OR REPUTATION) OR LOSS OF DATA WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING FROM OR RELATING TO THE SOLUTION, THE MATERIALS OR OTHERWISE ARISING FROM OR RELATING TO THESE TERMS OF USE, REGARDLESS OF WHETHER SUCH PROTECTED ENTITY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. MHE'S MAXIMUM LIABILITY ARISING FROM OR RELATING TO THE SOLUTION, THE MATERIALS OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO MHE HEREUNDER. To the extent the foregoing exclusion of liability is not permitted under applicable law, the Protected Entities' liability in such case will be limited to the greatest extent permitted by law.
  15. INDEMNIFICATION. MHE shall indemnify, defend and hold harmless Subscriber from and against any and all liabilities, claims, demands, losses, damages, costs and expenses, including reasonable attorneys' fees, related to or arising out of any claim by a third party that the technology platform underlying the Solution infringes or misappropriates the intellectual property rights of such third party. Subscriber shall indemnify, defend and hold harmless MHE from and against any and all liabilities, claims, demands, losses, damages, costs and expenses, including reasonable attorneys' fees, related to or arising out of use of the Solution by Subscriber, except to the extent that such claim is subject to indemnification by MHE hereunder.
  16. MISCELLANEOUS. The Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions with respect to the subject matter of the Agreement, and neither party has relied upon any representation, express or implied, not contained in the Agreement. The rights and remedies of the parties are cumulative and not alternative. No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged. Neither the failure nor any delay by any party in exercising any right, power, or privilege under the Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. No modification of or amendment to the Agreement will be effective unless in writing signed by authorized representatives of both parties. If any provision of the Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the parties' intent. Subscriber may not assign or otherwise transfer any of its rights or obligations under the Agreement without the prior written consent of MHE, which consent MHE may grant or withhold in its sole and absolute discretion. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Any purported or attempted assignment or other transfer or delegation in violation of this Section shall be null and void.

MH Campus Terms of Use


BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS FOR THE SOLUTION, YOU AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE, THAT YOU AGREE TO THESE TERMS OF USE, THE TERMS OF USE AND YOU WILL COMPLY WITH SUCH TERMS OF USE IN CONNECTION WITH YOUR USE OF THE SOLUTION. IF "USER" IS A COMPANY, YOU AGREE THAT (i) YOU ARE AN EMPLOYEE, DIRECTOR, OR AGENT OF THE COMPANY; (ii) YOU HAVE CONFIRMED THAT COMPANY HAS AGREED TO BE BOUND TO THESE TERMS OF USE; AND (iii) THE COMPANY HAS AUTHORIZED YOU TO USE THE SOLUTION ON ITS BEHALF.

  1. THE SOLUTION. MHE has developed a web-based service delivery environment that enables users to access certain online products and services offered by MHE (the "Solution"). MHE will provide the individual or company on whose behalf you are agreeing to these Terms of Use with the Solution in accordance with these Terms of Use. User hereby subscribes to use the Solution, which may include web services, personalized access to content, and integration with User's learning management system ("LMS"). User may elect to have MHE provide professional services in connection with the Solution. Any Professional Services to be provided by MHE to User shall be set forth in a separate Professional Services Agreement between MHE and User.
  2. LICENSE. Solely to the extent necessary to utilize the Solution during the term of this Agreement and in accordance with this Agreement, MHE grants the User a limited, non-exclusive, non-transferable, and non-sublicensable worldwide license to access and use the Solution over the Internet via the website provided for the Solution (the "Website") solely User's internal use (all of the foregoing rights, collectively, the "License").
  3. RESTRICTIONS ON USE. User shall not, and shall cause its employees, officers, directors, members, managers, partners, agents, third party service providers, or other designated persons (its "Representatives") not to, take any of the following actions: (a) creating or enabling the creation of derivative works, modifications, or adaptations of the Solution; (b) decompiling, reverse engineering or disassembling the Solution, (c) distributing or disclosing the Solution to third parties; (d) removing or modifying any proprietary marking or restrictive legends placed on the Solution; or (e) using any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce the Solution.
  4. ACCESS TO MHE CONTENT. MHE may provide Users with access to content and services through the Solution (the "MHE Content"). All use of the MHE Content is subject to the the terms herein as well as any additional terms agreed to by the parties in connection with such MHE Content and/or posted on the website for such MHE Content, including, without limitation, any prohibitions on distribution of the MHE Content to Students or third parties. The Solution is available to individuals enrolled in one or more courses or classes of User ("each, a "Student") through a link. User may disable the link to the Solution in any course. No User may share or distribute to a third party any User screen name or password for accessing the MHE Content. Users may access and use materials from the MHE Content for their own research or study only. Users may not otherwise copy, transmit, rent, forward, lend, sell, or modify any materials from the MHE Content or modify or remove any proprietary notices contained therein, or create derivative works based thereon. Users may not engage in systematic retrieval of content from the MHE Content to create or compile, directly or indirectly, a collection, compilation, database or directory. Users may not disseminate any portion of the MHE Content through electronic means, including mail lists or electronic bulletin boards. Except for the limited access rights granted User, all rights in the MHE Content are reserved by MHE, and User acquires no right, title or interest in any such content
  5. TERM AND TERMINATION. This Agreement shall remain in full force and effect unless and until terminated earlier as provided in these Terms of Use. In the event that User commits a material breach of this Agreement, MHE may terminate this Agreement on five (5) business days prior written notice to User; provided that User fails to cure such breach within such five (5) business day period. User may terminate the this Agreement by (a) providing MHE with no less than thirty (30) days prior written notice or (b) ceasing all access to the Solution for six (6) months or longer. No sooner than one (1) year after User accepts these Terms of Use, MHE may terminate this Agreement on at least sixty (60) days prior written notice.
  6. EFFECT OF TERMINATION OR EXPIRATION. User's right to use the Solution shall end immediately upon any termination or expiration of this Agreement, and User shall immediately cease any use of the Solution upon such termination. The following provisions shall survive any termination or expiration of this Agreement: Section 3 ("Restrictions on Use"), this Section 6 ("Effect of Termination or Expiration"), Section 7 ("Intellectual Property Rights"), Section 8 ("Confidentiality"), Section 9 ("Disclaimer of Warranties"), Section 10 ("Indemnification") and Section 11 ("Miscellaneous").
  7. INTELLECTUAL PROPERTY RIGHTS. No intellectual property rights of any kind are assigned or transferred to User under this Agreement. User's license with respect to the Solution and any other materials provided hereunder is only as expressly set forth in this Agreement. User shall have no right to use the Solution for any purpose other than as set forth herein. User shall not challenge, or assist any person or entity in challenging, MHE's right, title, and interest in the Solution.
  8. CONFIDENTIALITY. The parties acknowledge and agree that, as a result of negotiating, entering into and performing this Agreement, each party (the "Receiving Party") has and will have access to certain confidential information ("Confidential Information") of the other party (the "Disclosing Party"). "Confidential Information" means all information provided by the Disclosing Party to the Receiving Party hereunder that is (i) proprietary and/or non-public information related to the past, present and future business activities of the Disclosing Party, its subsidiaries, and its affiliates; (ii) information relating to the Disclosing Party's business plans, pricing, financial information, methods, processes, code, data, information technology, network designs, passwords, and sign-on codes; (iii) the terms of this Agreement; and/or (iv) any other information that is designated as confidential by the Disclosing Party. Confidential Information of MHE shall also include the Solution.

    Any Student user IDs and/or personally identifiable information about a Student provided by User to MHE ("Student Information") is considered Confidential Information of User. MHE shall enable User to maintain compliance with the Family Educational Rights and Privacy Act ("FERPA") in connection with use of the Solution.

    Confidential Information does not include information that is or was, at the time of the disclosure: (i) generally known or available to the public; (ii) received by Receiving Party from a third party; (iii) already in Receiving Party's possession prior to the date of receipt from Disclosing Party; or (iv) independently developed by the Receiving Party provided in each case that such information was not obtained by the Receiving Party as a result of any unauthorized or wrongful act or omission, or breach of this Agreement, or breach of any legal, ethical or fiduciary obligation owed to the Disclosing Party.

    At all times the Receiving Party shall: (i) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care, (ii) not use the Disclosing Party's Confidential Information other than as necessary to perform its obligations under this Agreement, (iii) not disclose, distribute, or disseminate the Confidential Information to any third party (except to Representatives, as expressly permitted below), and (iv) disclose the Disclosing Party's Confidential Information to its Representatives on a "need to know basis;" provided that each Representative is bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

  9. DISCLAIMER OF WARRANTIES. MHE DOES NOT WARRANT THE COMPLETENESS, ADEQUACY, ACCURACY, OR USEFULNESS OF THE SOLUTION ANY OTHER MATERIALS OR SOLUTION PROVIDED HEREUNDER (COLLECTIVELY, THE "MATERIALS"). THE MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL DEFECTS. MHE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, MHE MAKES NO WARRANTY THAT (i) THE MATERIALS WILL MEET THE REQUIREMENTS OF USER, (ii) THE SOLUTION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY MHE, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. To the extent that MHE may not as a matter of applicable law disclaim an implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.
  10. INDEMNIFICATION. MHE shall indemnify, defend and hold harmless User from and against any and all liabilities, claims, demands, losses, damages, costs and expenses, including reasonable attorneys' fees, related to or arising out of any claim by a third party that the technology platform underlying the Solution infringes or misappropriates the intellectual property rights of such third party. User shall indemnify, defend and hold harmless MHE from and against any and all liabilities, claims, demands, losses, damages, costs and expenses, including reasonable attorneys' fees, related to or arising out of use of the Solution by User, except to the extent that such claim is subject to indemnification by MHE hereunder.
  11. MISCELLANEOUS. The Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions with respect to the subject matter of the Agreement, and neither party has relied upon any representation, express or implied, not contained in the Agreement. Neither party will be liable to the other party for any consequential, incidental, indirect, punitive or special damages arising from or relating to this Agreement. The rights and remedies of the parties are cumulative and not alternative. No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged. Neither the failure nor any delay by any party in exercising any right, power, or privilege under the Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. No modification of or amendment to the Agreement will be effective unless in writing signed by authorized representatives of both parties. If any provision of the Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the parties' intent. User may not assign or otherwise transfer any of its rights or obligations under the Agreement without the prior written consent of MHE, which consent MHE may grant or withhold in its sole and absolute discretion. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Any purported or attempted assignment or other transfer or delegation in violation of this Section shall be null and void.